VANCOUVER, B.C., November 7, 2022 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (“Tudor Gold” or the “Company” - https://www.commodity-tv.com/ondemand/companies/profil/tudor-gold-corp/) and Goldstorm Metals Corp. (TSXV: GSTM) (“Goldstorm”) are pleased to announce that the parties anticipate closing its previously announced spin-out arrangement transaction, by way of a court-approved statutory plan of arrangement under the Business Corporations Act (British Columbia), (the “Arrangement”) on or about November 10, 2022.
Subject to the approval of the TSX Venture Exchange (the “TSXV”), the common shares of Goldstorm (the “Goldstorm Shares”) are anticipated to be listed for trading under the ticker symbol “GTSM” at the close of business on November 10, 2022, and immediately halted pending closing of the Arrangement. The Goldstorm Shares are expected to resume trading on or about November 11, 2022, subject to TSXV approval.
In accordance with the Arrangement, among other things:
- Tudor Gold shareholders on record as of November 10, 2022, will receive approximately 0.251 of a Goldstorm Share for every one common share of Tudor Gold (a “Tudor Gold Share”) held; and
- Goldstorm will acquire the six contiguous mineral properties located in the Golden Triangle Area in northwestern British Columbia in consideration for Goldstorm issuing 49,847,967 Goldstorm Shares to the Tudor Gold shareholders.
As a result of the Arrangement, Goldstorm will cease to be a wholly-owned subsidiary of Tudor Gold and the Tudor Gold shareholders became shareholders of Goldstorm. Tudor Gold will retain its remaining assets and working capital and will continue as a precious and base metals exploration and development company.
The Tudor Shareholders registered as of November 10, 2022, will receive, or have already received, a letter of transmittal (each a "Letter of Transmittal") with information on how to surrender their respective share certificates or DRS statement(s) representing their pre-Arrangement Tudor Gold Shares to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”). All Tudor Gold shareholders who submit a duly completed Letter of Transmittal along with their respective share certificate(s) or DRS statement(s) representing the pre-Arrangement Tudor Gold Shares to Computershare will receive a certificate or DRS statement(s), as applicable, representing the post-Arrangement Tudor Gold Shares and Goldstorm Shares. Tudor Gold shareholders who hold their Tudor Gold Shares through an intermediary are encouraged to contact their intermediaries if they have any questions.
For additional details on the Arrangement, please refer to Tudor Gold’s management information circulated dated August 3, 2022, and the Company’s news releases dated July 13, 2021, February 1, 2022, July 8, 2022, August 4, 2022, August 10, 2022, August 30, 2022 and September 23, 2022 in each case available under Tudor Gold’s profile on www.sedar.com. The Goldstorm listing application is available on the Company’s SEDAR profile at www.sedar.com.
Closing of the Goldstorm Private Placement and Filing of Goldstorm’s Listing Application
On October 28, 2022, Goldstorm closed its previously announced non-brokered private placement (the “Private Placement”) of non-flow-through units, flow-through units and flow-through subscription receipts, raising aggregate gross proceeds of $3,900,000.12. For more information on the Private Placement, please refer to Tudor Gold’s news release dated October 28, 2022, available on under Tudor Gold’s SEDAR profile at www.sedar.com.
Additionally, Goldstorm anticipates filing its listing application in connection with the company’s listing on the TSXV on SEDAR on or around November 8, 2022.
About Tudor Gold
TUDOR GOLD Corp. is a precious and base metals exploration and development company with properties in British Columbia’s Golden Triangle (Canada), an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which Tudor Gold has a 60% interest) borders Seabridge Gold Inc.’s KSM property to the southwest and borders Pretium Resources Inc.’s Brucejack property to the southeast. In April 2021, Tudor Gold published their 43-101 technical report, “Technical Report and Initial Mineral Resource Estimate of the Treaty Creek Gold Property, Skeena Mining Division, British Columbia Canada” dated March 1, 2021, on Tudor Gold’s Sedar profile.
ON BEHALF OF THE BOARD OF DIRECTORS OF
TUDOR GOLD CORP.
President and Chief Executive Officer
For further information, please visit the Company's website at www.tudor-gold.com or contact: